EXHIBIT 7
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
CIT CAPITAL TRUST I SECURITIES-BACKED SERIES 2002-15 TRUST
between
XXXXXX ABS CORPORATION,
as Depositor
and
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
CORPORATE BACKED TRUST CERTIFICATES
Dated as of July 24, 2002
Table of Contents
Page
Section 1. Incorporation of Standard Terms..............................................1
Section 2. Definitions..................................................................1
Section 3. Designation of Trust and Certificates........................................7
Section 4. Trust Certificates..........................................................10
Section 5. Distributions...............................................................10
Section 6. Trustee's Fees..............................................................13
Section 7. Optional Exchange...........................................................13
Section 8. Notices of Events of Default................................................14
Section 9. Miscellaneous...............................................................15
Section 10. Governing Law...............................................................17
Section 11. Counterparts................................................................17
Section 12. Termination of the Trust....................................................17
Section 13. Sale of Underlying Securities;..............................................18
Section 14. Amendments..................................................................18
Section 15. Voting of Underlying Securities, Modification of Indenture..................18
Section 16. Additional Depositor Representation.........................................19
SCHEDULE I SERIES 2002-15 UNDERLYING SECURITIES SCHEDULE
EXHIBIT A-1 FORM OF TRUST CERTIFICATE CLASS A-1
EXHIBIT A-2 FORM OF TRUST CERTIFICATE CLASS A-2
EXHIBIT B FORM OF INVESTMENT LETTER
i
SERIES SUPPLEMENT
CORPORATE BACKED TRUST CERTIFICATES
CIT CAPITAL TRUST I SECURITIES-BACKED SERIES 2002-15 TRUST
SERIES SUPPLEMENT, CIT Capital Trust I Securities-Backed Series
2002-15, dated as of July 24, 2002 (the "Series Supplement"), by and between
XXXXXX ABS CORPORATION, as Depositor (the "Depositor"), and U.S. BANK TRUST
NATIONAL ASSOCIATION, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Depositor desires to create the Trust designated
herein (the "Trust") by executing and delivering this Series Supplement, which
shall incorporate the terms of the Standard Terms for Trust Agreements, dated
as of January 16, 2001 (the "Standard Terms"; together with this Series
Supplement, the "Trust Agreement"), by and between the Depositor and the
Trustee, as modified by this Series Supplement;
WHEREAS, the Depositor desires to deposit into the Trust the
Underlying Securities set forth on Schedule I attached hereto (the "Underlying
Securities Schedule") the general terms of which are described in the
Prospectus Supplement under the heading "Description of the Deposited Assets -
Underlying Securities;"
WHEREAS, in connection with the creation of the Trust and the
deposit therein of the Underlying Securities, it is desired to provide for the
issuance of trust certificates (the "Certificates") evidencing undivided
interests in the Trust; and
WHEREAS, the Trustee has joined in the execution of the
Standard Terms and this Series Supplement to evidence the acceptance by the
Trustee of the Trust;
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual covenants expressed herein, it is hereby agreed by and between the
Depositor and the Trustee as follows:
Section 1. Incorporation of Standard Terms. Except as otherwise provided
herein, all of the provisions of the Standard Terms are hereby incorporated
herein by reference in their entirety, and this Series Supplement and the
Standard Terms shall form a single agreement between the parties. In the event
of any inconsistency between the provisions of this Series Supplement and the
provisions of the Standard Terms, the provisions of this Series Supplement
will control with respect to the CIT Capital Trust I Securities-Backed Series
2002-15 Certificates and the transactions described herein.
Section 2. Definitions.
(a) Except as otherwise specified herein or as the context may otherwise
require, the following terms shall have the respective meanings set forth
below for all purposes under this Series Supplement. (Section 2(b) below sets
forth terms listed in the Standard Terms which are
1
not applicable to this Series.) Capitalized terms used but not defined herein
shall have the meanings assigned to them in the Standard Terms.
"Available Funds" shall have the meaning specified in the Standard
Terms, except that proceeds of any redemption of the Underlying Securities
shall be included in Available Funds.
"Business Day" shall mean any day other than (i) Saturday and Sunday
or (ii) a day on which banking institutions in New York City, New York are
authorized or obligated by law or executive order to be closed for business or
(iii) a day that is not a business day for the purposes of the Underlying
Securities Trust Agreement.
"Calculation Agent" shall mean Xxxxxx ABS Corporation or such
affiliate thereof as shall be designated by Xxxxxx ABS Corporation.
"Certificate Account" shall have the meaning specified in the
Standard Terms.
"Certificates" shall have the meaning specified in Section 3 hereof.
"Class A-1 Allocation" means the sum of the present values
(discounted at the rate of 7.75% per annum) of (i) any unpaid interest due or
to become due on the Class A-1 Certificates and (ii) the outstanding principal
amount of the Certificates (in each case assuming that the Class A-1
Certificates were paid when due and were not redeemed or prepaid prior to
their stated maturity).
"Class A-1 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-1, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.
"Class A-2 Allocation" means the present value (discounted at the
rate of 7.75% per annum) of any unpaid principal amounts due or to become due
on the Class A-2 Certificates (assuming that the Class A-2 Certificates were
paid when due and were not redeemed or prepaid prior to their stated
maturity).
"Class A-2 Certificates" shall mean the Certificates, in the form
attached hereto as Exhibit A-2, to be issued by the Trust representing a
proportionate undivided beneficial ownership interest in certain distributions
to be made by the Trust and having the characteristics described herein and in
the Certificates.
"Closing Date" shall mean July 24, 2002.
"Code" means the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.
"Collection Period" shall mean, (i) with respect to each August
Distribution Date, the period beginning on the day after the February
Distribution Date of such year and ending on such August Distribution Date,
inclusive and, (ii) with respect to each February Distribution
2
Date, the period beginning on the day after the August Distribution Date of
the prior year and ending on such February Distribution Date, inclusive;
provided, however, that clauses (i) and (ii) shall be subject to Section 9(f)
hereof.
"Corporate Trust Office" shall mean the office of U.S. Bank Trust
National Association located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
"Currency" shall mean United States Dollars.
"Depository" shall mean The Depository Trust Company, its nominees
and their respective successors.
"Distribution Date" shall mean February 15th and August 15th of each
year (or if such date is not a Business Day, the next succeeding Business
Day), commencing on August 15, 2002, and ending on the earlier of the Final
Scheduled Distribution Date and any date on which Underlying Securities are
redeemed pursuant to the Underlying Securities Trust Agreement.
"Event of Default" shall mean (i) a default in the payment of any
interest on any Underlying Security after the same becomes due and payable
(subject to any permitted deferral during the pendency of an Extension Period
and applicable grace period), (ii) a default in the payment of the principal
of or any installment of principal of any Underlying Security when the same
becomes due and payable, and (iii) any other event specified as an "Event of
Default" in the Underlying Securities Trust Agreement.
"Exchange Act" shall mean the Securities and Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder.
"Extension Period" shall have the meaning set forth in Section 5(b)
hereof.
"Extraordinary Trust Expenses" shall have the meaning specified in
the Standard Terms.
"Final Scheduled Distribution Date" shall mean February 15, 2027;
provided, that such date shall be advanced in the event the maturity date of
the Underlying Securities is advanced, pursuant to the Underlying Securities
Trust Agreement.
"Interest Accrual Period" shall mean for any Distribution Date, the
period from and including the preceding Distribution Date (or in the case of
the first Interest Accrual Period, from and including July 24, 2002) to but
excluding the current Distribution Date.
"Liquidation Price" shall mean the price at which the Trustee sells
the Underlying Securities.
"Liquidation Proceeds" shall have the meaning specified in the
Standard Terms.
"Maturity Date" shall have the meaning specified in Schedule I
hereto.
"Moody's" shall mean Xxxxx'x Investors Service, Inc.
3
"Optional Exchange" shall mean the exchange of the Certificates by
the Trust for the Underlying Securities pursuant to Section 7(a) hereof.
"Optional Exchange Date" shall mean any Distribution Date on which
Underlying Securities subject to Optional Exchange are distributed to a
Certificateholder.
"Ordinary Expenses" shall mean the Trustee's ordinary expenses and
overhead in connection with its services as Trustee, including the items
referred to in the definition of Ordinary Expenses in the Standard Terms.
"Prepaid Ordinary Expenses" shall be zero for this Series.
"Prospectus Supplement" shall mean the Prospectus Supplement, dated
July 15, 2002, relating to the Certificates.
"QIB" shall have the meaning set forth in Section 3(e) hereof.
"Rating Agency" shall mean Moody's and S&P.
"Rating Agency Condition" shall have the meaning specified in the
Standard Terms.
"Record Date" shall mean, with respect to each Distribution Date,
the day immediately preceding the related Distribution Date.
"Required Interest" shall have the meaning specified in the Standard
Terms.
"Required Percentage-Amendment" shall be 66-2/3% of the aggregate
Voting Rights, unless the subject amendment requires the vote of holders of
only one class of Certificates pursuant to the Standard Terms, in which case
66-2/3% of the Certificate Principal Amount of such Class.
"Required Percentage-Direction of Trustee" shall be 66-2/3% of the
aggregate Voting Rights.
"Required Percentage-Remedies" shall be 66-2/3% of the aggregate
Voting Rights.
"Required Percentage-Removal" shall be 66-2/3% of the aggregate
Voting Rights.
"Required Rating" shall mean, in the case of Moody's, the rating
assigned to the Underlying Securities by Moody's as of the Closing Date, and,
in the case of S&P, the rating assigned to the Underlying Securities by S&P as
of the Closing Date.
"Resale Restriction Termination Date" shall have the meaning set
forth in Section 3(e) hereof.
"Rule 144A" shall have the meaning set forth in Section 3(e) hereof.
4
"S&P" shall mean Standard & Poor's Ratings Services, a division of
The XxXxxx-Xxxx Companies, Inc.
"Securities Act" shall mean the United States Securities Act of
1933, as amended.
"Series" shall mean CIT Capital Trust I Securities-Backed Series
2002-15.
"Special Event" shall have the meaning specified in the Prospectus
Supplement.
"Trustee Fee" shall mean the amount paid to the Trustee by the
Depositor on the Closing Date.
"Trust Property" shall mean the Underlying Securities described on
Schedule I hereto, the Certificate Account and any additional Underlying
Securities sold to the Trust pursuant to Section 3(d) hereof.
"Underlying Securities" shall mean $25,163,000 aggregate principal
amount of 7.70% Preferred Capital Securities due February 15, 2027, issued by
the Underlying Securities Issuer, as set forth in Schedule I attached hereto
(subject to Section 3(d) hereof).
"Underlying Securities Issuer" shall mean CIT Capital Trust I.
"Underlying Securities Administrative Trustees" shall mean a Trustee
who is an employee or officer of, or is affiliated with CIT Group Inc.
"Underlying Securities Debenture Trustee" shall mean The Bank of New
York.
"Underlying Securities Delaware Trustee" shall mean The Bank of New
York.
"Underlying Securities Guarantor" shall mean CIT Holdings Inc., as
predecessor to CIT Group Inc.
"Underlying Securities Property Trustee" shall mean The Bank of New
York.
"Underlying Securities Trust Agreement" shall mean the amended and
restated declaration of trust dated as of February 25, 1997 among the
Underlying Securities Issuer, the Underlying Securities Guarantor, the
Underlying Securities Property Trustee, the Underlying Securities Delaware
Trustee and certain administrative trustees.
"Underwriters" shall mean Xxxxxx Brothers Inc., an affiliate of the
Depositor, and Prudential Securities Incorporated.
"Voting Rights" shall be allocated in proportion to the respective
principal balances of the then outstanding Class A-1 Certificates and Class
A-2 Certificates held on any date of determination.
(b) The terms listed below are not applicable to this Series.
5
"Accounting Date"
"Administrative Fees"
"Advance"
"Allowable Expense Amounts"
"Basic Documents"
"Call Premium Percentage"
"Credit Support"
"Credit Support Instrument"
"Credit Support Provider"
"Cut-off Date"
"Eligible Expense"
"Eligible Investment"
"Exchange Rate Agent"
"Fixed Pass-Through Rate"
"Floating Pass-Through Rate"
"Guaranteed Investment Contract"
"Letter of Credit"
"Limited Guarantor"
"Limited Guaranty"
"Minimum Wire Denomination"
"Notional Amount"
"Pass-Through Rate"
"Place of Distribution"
"Purchase Price"
"Required Premium"
6
"Required Principal"
"Requisite Reserve Amount"
"Retained Interest"
"Sale Procedures"
"Sub-Administration Account"
"Sub-Administration Agreement"
"Sub-Administration Agent"
"Surety Bond"
"Swap Agreement"
"Swap Counterparty"
"Swap Distribution Amount"
"Swap Guarantee"
"Swap Guarantor"
"Swap Receipt Amount"
"Swap Termination Payment"
Section 3. Designation of Trust and Certificates. The Trust created
hereby shall be known as the "Corporate Backed Trust Certificates, CIT Capital
Trust I Securities-Backed Series 2002-15 Trust." The Certificates evidencing
certain undivided ownership interests therein shall be known as "Corporate
Backed Trust Certificates, CIT Capital Trust I Securities-Backed Series
2002-15." The Certificates shall consist of the Class A-1 Certificates and the
Class A-2 Certificates (together, the "Certificates").
(a) The Certificates shall initially be held through the Depository in
book-entry form and shall be substantially in the forms attached hereto as
Exhibits A-1 and A-2. The Class A-1 Certificates shall be issued in
denominations of $25. The Class A-2 Certificates shall be issued in minimum
denominations of $100,000 aggregate principal amount and integral multiples of
$1 in excess thereof. Except as provided in the Standard Terms and in
paragraph (d) in this Section, the Trust shall not issue additional
Certificates or incur any indebtedness.
(b) The Class A-1 Certificates have an initial aggregate certificate
principal amount (the "Certificate Principal Amount") of $25,000,000. The
Class A-2 Certificates are principal-only Certificates, and have an initial
aggregate Certificate Principal Amount of $163,000.
7
(c) The holders of the Class A-1 Certificates will be entitled to receive
on each Distribution Date the interest, if any, received on the Underlying
Securities, to the extent necessary to pay interest at a rate of 7.75% per
annum on the outstanding Certificate Principal Amount of the Class A-1
Certificates. The holders of the Class A-2 Certificates will not be entitled
to receive interest. On the Distribution Date occurring in August 2002, the
Trustee shall cause the Trust to pay Xxxxxx ABS an amount equal to interest
accrued and paid on the Underlying Securities from February 15, 2002 to, but
excluding, the original issue date of the Certificates; provided, however,
that in the event an Optional Exchange shall occur prior to the Distribution
Date in August 2002, a pro rata portion of such amount shall be paid to the
Depositor on the Optional Exchange Date, in accordance with the provisions of
Section 7(c)(vii) hereof. If the Depositor is not paid any such amount on such
date, it shall have a claim for such amount. If Available Funds are
insufficient to pay such amount, the Trustee will pay the Depositor its pro
rata share, based on the ratio the amount owed to the Depositor bears to all
amounts owed on the Certificates in respect of accrued interest, of any
proceeds from the recovery on the Underlying Securities.
(d) The Depositor may sell to the Trustee additional Underlying
Securities on any date hereafter upon at least 3 Business Days notice to the
Trustee and upon (i) satisfaction of the Rating Agency Condition and (ii)
delivery of an Opinion of Counsel to the effect that the sale of such
additional Underlying Securities will not cause the Trust to be taxed as an
association or publicly traded partnership taxable as a corporation for
federal income tax purposes. Each condition to be satisfied with respect to a
sale of Underlying Securities on or prior to the Closing Date shall be
satisfied with respect to a sale of additional Underlying Securities no later
than the date of sale thereof, each representation and warranty set forth in
the Standard Terms to be made on the Closing Date shall be made on such date
of sale, and from and after such date of sale, all Underlying Securities held
by the Trustee shall be held on the same terms and conditions. Upon such sale
to the Trustee, the Trustee shall deposit such additional Underlying
Securities in the Certificate Account, and shall authenticate and deliver to
the Depositor, on its order, Class A-1 Certificates in a Certificate Principal
Amount, and Class A-2 Certificates in a Certificate Principal Amount, equal to
the principal amount of such additional Underlying Securities. Any such
additional Class A-1 Certificates and Class A-2 Certificates authenticated and
delivered shall have the same terms and rank pari passu with the corresponding
classes of Certificates previously issued in accordance with this Series
Supplement.
(e) No Class A-2 Certificate may be offered, resold, assigned or
otherwise transferred (including by pledge or hypothecation) at any time prior
to (x) the date which is two years or such shorter period of time as permitted
by Rule 144(k) under the Securities Act, after the later of the original issue
date of such Class A-2 Certificates and the last date on which the Depositor
or any "affiliate" (as defined in Rule 144 under the Securities Act) of the
Depositor was the owner of such Class A-2 Certificates (or any predecessor
thereto), or (y) such later date, if any, as may be required by a change in
applicable securities laws (the "Resale Restriction Termination Date") unless
such offer, resale, assignment or transfer is (i) to the Trust, (ii) pursuant
to an effective registration statement under the Securities Act, (iii) to a
qualified institutional buyer (a "QIB"), as such term is defined in Rule 144A
promulgated under the Securities Act ("Rule 144A"), in accordance with Rule
144A or (iv) pursuant to another available exemption from registration
provided under the Securities Act, and, in each of cases (i) through (iv), in
accordance with any applicable securities laws of any state of the United
States
8
and other jurisdictions. Prior to any offer, resale, assignment or transfer of
any Class A-2 Certificates in the manner described in clause (iii) above, the
prospective transferee and the prospective transferor shall be required to
deliver to the Trustee an executed copy of an Investment Letter with respect
to the Class A-2 Certificates to be transferred substantially in the form of
Exhibit B hereto. Prior to any offer, resale, assignment or transfer of any
Class A-2 Certificates in the manner described in clause (iv) above, the
prospective transferee and the prospective transferor shall be required to
deliver to the Trustee documentation certifying that the offer, resale,
assignment or transfer complies with the provisions of said clause (iv). In
addition to the foregoing, each prospective transferee of any Class A-2
Certificates in the manner contemplated by clause (iii) above shall
acknowledge, represent and agree as follows:
(1) The transferee (x) is a QIB, (y) is aware that the sale to it is
being made in reliance on Rule 144A and (z) is acquiring such Class
A-2 Certificates for its own account or for the account of a QIB.
(2) The transferee understands that the Class A-2 Certificates are being
offered in a transaction not involving any public offering in the
United States within the meaning of the Securities Act, and that the
Class A-2 Certificates have not been and will not be registered
under the Securities Act.
(3) The transferee agrees that (A) if in the future it decides to offer,
resell, pledge or otherwise transfer the Class A-2 Certificates
prior to the Resale Restriction Termination Date, such Class A-2
Certificates shall only be offered, resold, assigned or otherwise
transferred (i) to the Trust, (ii) pursuant to an effective
registration statement under the Securities Act, (iii) to a QIB, in
accordance with Rule 144A or (iv) pursuant to another available
exemption from registration provided under the Securities Act, and,
in each of cases (i) through (iv), in accordance with any applicable
securities laws of any state of the United States and other
jurisdictions and (B) the transferee will, and each subsequent
holder is required to, notify any subsequent purchaser of such Class
A-2 Certificates from it of the resale restrictions referred to in
clause (A) above.
(f) The Class A-2 Certificates will, unless otherwise agreed by the
Depositor and the Trustee, bear a legend substantially to the following
effect:
"THIS CLASS A-2 CERTIFICATE (OR ITS PREDECESSOR) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION
UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO AN
EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2
CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY
IN ACCORDANCE WITH THE TERMS OF THE SERIES SUPPLEMENT.
9
EACH PURCHASER OF THIS CLASS A-2 CERTIFICATE IS HEREBY
NOTIFIED THAT THE SELLER OF THIS CLASS A-2 CERTIFICATE
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A
THEREUNDER."
Section 4. Trust Certificates. The Trustee hereby acknowledges receipt,
on or prior to the Closing Date, of:
(a) the Underlying Securities set forth on the Underlying Securities
Schedule; and
(b) all documents required to be delivered to the Trustee pursuant to
Section 2.01 of the Standard Terms.
Section 5. Distributions.
(a) Except as otherwise provided in Section 3(c), on each applicable
Distribution Date, the Trustee shall apply Available Funds in the Certificate
Account as follows:
(i) The Trustee will pay the interest portion of Available Funds
(subject to Section 5(c) and Section 5(d) below):
(1) first, to the Trustee, as reimbursement for any
Extraordinary Trust Expenses incurred by the Trustee in accordance
with Section 6(b) below and approved by 100% of the
Certificateholders; and
(2) second, to the holders of the Class A-1 Certificates, as
interest at the rate of 7.75% per annum on the outstanding
Certificate Principal Balance of the Class A-1 Certificates.
The Class A-2 Certificates are not entitled to distributions of
interest.
(ii) the Trustee will pay the principal portion of Available Funds:
(1) first, to the Trustee, as reimbursement for any
remaining Extraordinary Trust Expenses incurred by the
Trustee in accordance with Section 6(b) below and approved
by 100% of the Certificateholders; and
(2) second, to the holders of the Class A-1 Certificates and
the Class A-2 Certificates, the remaining available principal
portion of Available Funds (in an aggregate amount not to exceed the
outstanding Certificate Principal Balance of the Class A-1
Certificates and Class A-2 Certificates) pro rata in the proportion
that the outstanding Certificate Principal Balance of the Class A-1
Certificates bears to the outstanding Certificate Principal Balance
of the Class A-2 Certificates.
10
(iii) any Available Funds remaining in the Certificate Account after
the payments set forth in clauses 5(a)(i) and 5(a)(ii) above shall be
paid to the Trustee as reasonable compensation for services rendered to
the Depositor, up to $1,000.
(iv) the Trustee will pay any Available Funds remaining in the
Certificate Account after the distributions in clauses 5(a)(i) through
5(a)(iii) above to the holders of the Class A-1 Certificates and Class
A-2 Certificates pro rata in proportion to their original Certificate
Principal Balances.
Upon the occurrence of an optional redemption of the Underlying Securities and
the Certificates, any redemption premium received by the Trustee will be paid to
the holders of the Class A-1 Certificates and the Class A-2 Certificates, pro
rata, in accordance to their entitlements to principal.
Any portion of the Available Funds (i) that does not constitute principal of,
premium, if any, or interest on, the Underlying Securities, (ii) that is not
received in connection with a redemption, prepayment or liquidation of the
Underlying Securities or (iii) for which allocation by the Trustee is not
otherwise contemplated by this Series Supplement, shall be remitted by the
Trustee to the Depositor.
(b) Distributions of interest on the Class A-1 Certificates may be
deferred as a result of the deferral of payment on the Underlying Securities
during the pendency of an Extension Period. Distributions on the Underlying
Securities may be deferred pursuant to the Underlying Securities Trust
Agreement for up to ten consecutive semi-annual interest periods (each, an
"Extension Period") provided that no Extension Period may extend beyond the
Final Scheduled Distribution Date. During any Extension Period, interest on
the Underlying Securities will continue to accrue at the applicable rate per
annum compounded semi-annually. Interest on deferred and compounded interest
on the Class A-1 Certificates will be owing only to the extent that such
interest is actually received by the Trustee on the Underlying Securities.
(c) Notwithstanding the foregoing, if the Underlying Securities are
redeemed (including as a result of an optional redemption), prepaid or
liquidated in whole or in part for any reason other than due to the occurrence
of an Underlying Securities Event of Default, the cessation of CIT Holdings
Inc. to file periodic reports as required by the Exchange Act or at their
maturity, the Trustee shall apply Available Funds in the manner described in
Section 5(h) in the following order of priority:
(i) first, to the Trustee, as reimbursement for any Extraordinary
Trust Expenses incurred by the Trustee in accordance with Section 6(b)
below and approved by 100% of the Certificateholders;
(ii) second, to the holders of the Class A-1 Certificates, an amount
equal to any accrued and unpaid interest thereon;
(iii) third, to the holders of the Class A-1 Certificates and Class
A-2 Certificates, pro rata in the proportion that the outstanding
Certificate Principal Balance of the Class A-1 Certificates bears to the
outstanding Certificate Principal Balance of the Class A-2 Certificates;
11
(iv) fourth, to the Trustee, as reasonable compensation for services
rendered to the Depositor, any remainder up to $1,000; and
(v) fifth, to the holders of the Class A-1 Certificates and Class
A-2 Certificates, any amount remaining after the distributions in clauses
5(b)(i) through 5(b)(iv) above, pro rata in proportion to their original
Certificate Principal Balances.
(d) Notwithstanding the foregoing, if the Underlying Securities are
redeemed, prepaid or liquidated in whole or in part due to the occurrence of
an Underlying Securities Event of Default, the Trustee shall apply Available
Funds to the holders of the Class A-1 Certificates and the holders of the
Class A-2 Certificates in accordance with the ratio of the Class A-1
Allocation to the Class A-2 Allocation.
(e) Unless otherwise instructed by holders of Certificates representing a
majority of the Voting Rights, thirty (30) days after giving notice pursuant
to Section 8 hereof, the Trustee shall sell the Underlying Securities pursuant
to Section 13 hereof and deposit the Liquidation Proceeds, if any, into the
Certificate Account for distribution not later than two (2) Business Days
after the receipt of immediately available funds in accordance with Section
5(d) hereof.
(f) If the Trustee receives non-cash property in respect of the
Underlying Securities as a result of a payment default on the Underlying
Securities (including from the sale thereof), the Trustee will promptly give
notice to the Depository, or for any Certificates which are not then held by
DTC or any other depository, directly to the registered holders of the
Certificates then outstanding and unpaid. Such notice shall state that the
Trustee shall and the Trustee shall, not later than 30 days after the receipt
of such property, allocate and distribute such property to the holders of
Class A-1 Certificates and Class A-2 Certificates then outstanding and unpaid
(after deducting the costs incurred in connection therewith) in accordance
with Section 5(d) hereof. Property other than cash will be liquidated by the
Trustee, and the proceeds thereof distributed in cash, only to the extent
necessary to avoid distribution of fractional securities to
Certificateholders. In-kind distribution of such property to
Certificateholders, based on the market value of such property as of the date
of distribution to Certificateholders, will be deemed to reduce the
Certificate Principal Balance of Certificates on a dollar-for-dollar basis.
(g) Subject to Section 9(f) hereof, to the extent Available Funds are
insufficient to make any required distributions due to any class of
Certificates on any Distribution Date, any shortfall will be carried over and
will be distributed on the next Distribution Date (or date referred to in
Section 5(h) hereof) on which sufficient funds are available to pay such
shortfall.
(h) If a payment with respect to the Underlying Securities is made to the
Trustee (i) after the payment date of the Underlying Securities on which such
payment was due or (ii) after the Underlying Securities are redeemed, prepaid
or liquidated in whole or in part for any reason (including a Special Event)
other than due to the occurrence of an Underlying Securities Event of Default
or at their maturity, then the Trustee will distribute any such amounts
received on the next occurring Business Day (a "Special Distribution Date") as
if the funds had constituted Available Funds on the Distribution Date
immediately preceding such Special Distribution Date; provided, however, that
the Record Date for such Special Distribution Date shall be the Business
12
Day prior to the day on which the related payment was received from the
Underlying Securities Property Trustee.
(i) Notwithstanding Section 3.12 of the Standard Terms, if CIT Holdings
Inc. ceases to file periodic reports as required under the Exchange Act, the
Depositor shall within a reasonable time instruct the Trustee to sell the
Underlying Securities and distribute the proceeds of such sale to the
certificateholders in accordance with the following order of priority: first,
to the Trustee, as reimbursement for any Extraordinary Trust Expenses incurred
by the Trustee in accordance with Section 6(b) below and approved by 100% of
the Certificateholders; and second, any remainder to the holders of the Class
A-1 Certificates and the Class A-2 Certificates pro rata in proportion to the
ratio of the Class A-1 Allocation to the Class A-2 Allocation, as determined
by the Calculation Agent; provided, however, the Depositor shall not instruct
the Trustee to distribute or sell the Underlying Securities pursuant to this
clause unless CIT Holdings Inc. has either (x) stated in writing that it
intends permanently to cease filing reports required under the Exchange Act or
(y) failed to file any required reports for one full calendar year.
Section 6. Trustee's Fees.
(a) As compensation for its services hereunder, the Trustee shall be
entitled to the Trustee Fee and any amounts payable under clause 5(a)(iii) and
(5)(b)(iv) above. The Trustee Fee shall be paid by the Depositor and not from
Trust Property. The Trustee shall bear all Ordinary Expenses. Failure by the
Depositor to pay such amount shall not entitle the Trustee to any payment or
reimbursement from the Trust, nor shall such failure release the Trustee from
the duties it is required to perform under the Trust Agreement.
(b) Extraordinary Expenses shall not be paid out of the Trust Property
unless all the holders of the Class A-1 Certificates and Class A-2
Certificates then outstanding have directed the Trustee to incur such
Extraordinary Expenses. The Trustee may incur other Extraordinary Expenses if
any lesser percentage of the Certificateholders requesting such action
pursuant hereto reimburse the Trustee for the cost thereof from their own
funds in advance. If Extraordinary Expenses are not approved unanimously as
set forth in the first sentence of this Section 6(b), such Extraordinary
Expenses shall not be an obligation of the Trust, and the Trustee shall not
file any claim against the Trust therefor notwithstanding failure of
Certificateholders to reimburse the Trustee.
Section 7. Optional Exchange.
(a) On any Distribution Date, any holder of Class A-1 Certificates and
Class A-2 Certificates may exchange such Certificates for a distribution of
Underlying Securities representing the same percentage of the Underlying
Securities as such Certificates represent of all outstanding Certificates.
(b) The following conditions shall apply to any Optional Exchange:
(i) A notice specifying the number of Certificates being surrendered
and the Optional Exchange Date shall be delivered to the Trustee no less
than 5 days (or such shorter period acceptable to the Trustee) but not
more than 30 days before the Optional Exchange Date.
13
(ii) Certificates shall be surrendered to the Trustee no later than
10:00 a.m. (New York City time) on the Optional Exchange Date.
(iii) Class A-1 Certificates and Class A-2 Certificates representing
a like percentage of all Class A-1 Certificates and Class A-2
Certificates shall be surrendered.
(iv) The Trustee shall have received an opinion of counsel stating
that the Optional Exchange would not cause the Trust to be treated as an
association or publicly traded partnership taxable as a corporation for
federal income tax purposes.
(v) If the Certificateholder is the Depositor or any Affiliate of
the Depositor, (1) the Trustee shall have received a certification from
the Certificateholder that any Certificates being surrendered have been
held for at least six months, and (2) the Certificates being surrendered
may represent no more than 5% (or 25% in the case of Certificates
acquired by the Underwriters but never distributed to investors) of the
then outstanding Certificates.
(vi) The Trustee shall not be obligated to determine whether an
Optional Exchange complies with the applicable provisions for exemption
under Rule 3a-7 of the Investment Company Act of 1940, as amended, or the
rules or regulations promulgated thereunder.
(vii) The provisions of Section 4.07 of the Standard Terms shall not
apply to an Optional Exchange pursuant to this Section 7(b). This Section
7(b) shall not provide any person with a lien against, an interest in or
a right to specific performance with respect to the Underlying
Securities.
(viii) The aggregate principal amount of Certificates exchanged in
connection with any Optional Exchange pursuant to this Section shall be
in an amount that will entitle the Certificateholders thereof to
Underlying Securities in an even multiple of the minimum denomination of
such Underlying Securities.
(ix) In the event such Optional Exchange shall occur prior to the
Distribution Date in August, 2002, the Certificateholders shall have paid
to the Trustee, for distribution to the Depositor, on the Optional
Exchange Date an amount equal to the sum obtained by multiplying the
amount of accrued interest on the Underlying Securities from July 24,
2002 through, but excluding, the Closing Date by a fraction, the
numerator of which shall be the number of Certificates being exchanged on
such Optional Exchange Date and the denominator of which shall be the
total number of Certificates.
Section 8. Notices of Events of Default.
As promptly as practicable after, and in any event within 30 days after,
the occurrence of any Event of Default actually known to the Trustee, the
Trustee shall give notice of such Event of Default to the Depository, or, if
any Certificates are not then held by DTC or any other depository, directly to
the registered holders of such Certificates. However, except in the case of an
Event of Default relating to the payment of principal of or interest on any of
the
14
Underlying Securities, the Trustee will be protected in withholding such
notice if in good faith it determines that the withholding of such notice is
in the interest of the Certificateholders.
Section 9. Miscellaneous.
(a) The provisions of Section 4.04, Advances, of the Standard Terms shall
not apply to the CIT Capital Trust I Securities-Backed Series 2002-15
Certificates.
(b) The provisions of Section 4.07, Optional Exchange, of the Standard
Terms shall not apply to the CIT Capital Trust I Securities-Backed Series
2002-15 Certificates.
(c) The Trustee shall simultaneously forward reports to
Certificateholders pursuant to Section 4.03 of the Standard Terms and to the
New York Stock Exchange.
(d) Except as expressly provided herein, the Certificateholders shall not
be entitled to terminate the Trust or cause the sale or other disposition of
the Underlying Securities.
(e) The provisions of Section 3.07(d) of the Standard Terms shall not
apply to the CIT Capital Trust I Securities-Backed Series 2002-15
Certificates.
(f) If the Trustee has not received payment with respect to a Collection
Period on the Underlying Securities on or prior to the related Distribution
Date, such distribution will be made promptly upon receipt of such payment. No
additional amounts shall accrue on the Certificates or be owed to
Certificateholders as a result of such delay; provided, however, that any
additional interest owed and paid by the Underlying Securities Issuer as a
result of such delay shall be paid to the Class A-1 Certificateholders pro
rata in proportion to their respective entitlements to such delayed payments.
(g) The outstanding principal balance of the Certificates shall not be
reduced by the amount of any Realized Losses (as defined in the Standard
Terms).
(h) The Trust may not engage in any business or activities other than in
connection with, or relating to, the holding, protecting and preserving of the
Trust Property and the issuance of the Certificates, and other than those
required or authorized by the Trust Agreement or incidental and necessary to
accomplish such activities. The Trust may not issue or sell any certificates
or other obligations other than the Certificates or otherwise incur, assume or
guarantee any indebtedness for money borrowed. Notwithstanding Section 3.05 of
the Standard Terms, funds on deposit in the Certificate Account shall not be
invested.
(i) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee may be removed upon 60 days prior written notice delivered by the
holders of Class A-1 Certificates and Class A-2 Certificates representing the
Required Percentage-Removal. Section 2.01(f) of the Standard Terms shall be
superseded by this provision.
(j) In the event that the Internal Revenue Service challenges the
characterization of the Trust as a grantor trust, the Trustee shall then file
such forms as the Depositor may specify to establish the Trust's election
pursuant to Section 761 of the Code to exclude the Trust from the
15
application of Subchapter K of the Code and is hereby empowered to execute
such forms on behalf of the Certificateholders.
(k) Notwithstanding anything in the Standard Terms to the contrary, the
Trustee, upon written direction by the Depositor, will execute the
Certificates.
(l) In relation to Section 7.01(f) of the Standard Terms, any periodic
reports filed by the Trustee pursuant to the Exchange Act in accordance with
the customary practices of the Depositor, need not contain any independent
reports.
(m) Notwithstanding anything in the Trust Agreement to the contrary, the
Trustee will have no recourse to the Underlying Securities.
(n) [Reserved].
(o) The Trust will not merge or consolidate with any other entity without
confirmation from each Rating Agency that such merger or consolidation will
not result in the qualification, reduction or withdrawal of its then-current
rating on the Certificates.
(p) All directions, demands and notices hereunder or under the Standard
Terms shall be in writing and shall be delivered as set forth below (unless
written notice is otherwise provided to the Trustee).
If to the Depositor, to:
Xxxxxx ABS Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Credit Trading
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Trustee, to:
U.S. Bank Trust National Association
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Trust
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Rating Agencies, to:
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx 00X
Xxx Xxxx, Xxx Xxxx 00000
Attention: CBO/CLO Monitoring Department
Telephone: (000) 000-0000
16
Facsimile: (000) 000-0000
and to:
Standard & Poor's Ratings Services
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Structured Finance Surveillance Group
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the New York Stock Exchange, to:
New York Stock Exchange, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(q) The provisions of Section 2.01(d)(iii) of the Standard Terms shall
not apply to the CIT Capital Trust I Securities-Backed Series 2002-15
Certificates and the following shall be deemed to be inserted in its place:
"at the time of delivery of the Underlying
Securities, the Depositor owns such Underlying
Securities, has the right to transfer its interest in
such Underlying Securities and such Underlying
Securities are free and clear of any lien, pledge,
encumbrance, right, charge, claim or other security
interest; and"
Section 10. Governing Law. THIS SERIES SUPPLEMENT AND THE TRANSACTIONS
DESCRIBED HEREIN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PROVISIONS
THEREOF.
Section 11. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all such counterparts shall constitute but one and the same instrument.
Section 12. Termination of the Trust. The Trust shall terminate upon the
earliest to occur of (i) the payment in full at maturity or sale by the Trust
after a payment default or an acceleration or other early payment of the
Underlying Securities and the distribution in full of all amounts due to the
Class A-1 Certificateholders and Class A-2 Certificateholders; (ii) the Final
Scheduled Distribution Date and (iii) the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
Ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
17
Section 13. Sale of Underlying Securities. In the event of a sale of the
Underlying Securities pursuant to Section 5(e) hereof, the Trustee shall
solicit bids for the sale of the Underlying Securities with settlement thereof
on or before the third (3rd) Business Day after such sale from three leading
dealers in the relevant market. Any of the following dealers (or their
successors) shall be deemed to qualify as leading dealers: (1) Credit Suisse
First Boston Corporation, (2) Xxxxxxx, Xxxxx & Co., (3) Xxxxxxx Xxxxx, Xxxxxx,
Xxxxxx & Xxxxx Incorporated, (4) UBS Warburg LLC, (5) Xxxxxxx Xxxxx Xxxxxx
Inc., and (6) Xxxxxx Brothers Inc. The Trustee shall not be responsible for
the failure to obtain a bid so long as it has made reasonable efforts to
obtain bids. If a bid for the sale of the Underlying Securities has been
accepted by the Trustee but the sale has failed to settle on the proposed
settlement date, the Trustee shall request new bids from such leading dealers
to the Class A-1 and Class A-2 Certificateholders. The Trustee shall not be
responsible for the failure to obtain a bid so long as it has made reasonable
efforts to obtain bids. If a bid for the sale of the Underlying Securities has
been accepted by the Trustee but the sale has failed to settle on the proposed
settlement date, the Trustee shall request new bids from such leading dealers.
In the event of an Optional Exchange, the Trustee shall only deliver the
Underlying Securities to the purchaser of such Underlying Securities or sell
the Underlying Securities pursuant to this Section 13, as the case may be,
against payment in same day funds deposited into the Certificate Account.
Section 14. Amendments. Notwithstanding anything in the Trust Agreement
to the contrary, in addition to the other restrictions on modification and
amendment contained therein, the Trustee shall not enter into any amendment or
modification of the Trust Agreement which would adversely affect in any
material respect the interests of the holders of any class of Certificates
without the consent of the holders of 100% of such class of Certificates;
provided, however, that no such amendment or modification will be permitted
which would alter the status of the Trust as a grantor trust for federal
income tax purposes. Unless otherwise agreed, the Trustee shall provide five
Business Days written notice to each Rating Agency before entering into any
amendment or modification of the Trust Agreement pursuant to this Section 14.
Section 15. Voting of Underlying Securities, Modification of Indenture.
(a) The Trustee, as holder of the Underlying Securities, has the right to
vote and give consents and waivers in respect of the Underlying Securities as
permitted by the Depository and except as otherwise limited by the Trust
Agreement. In the event that the Trustee receives a request from the
Depository, the Underlying Securities Delaware Trustee, the Underlying
Securities Property Trustee, the Underlying Securities Administrative Trustee,
the Underlying Securities Issuer or any other authorized Person for its
consent to any amendment, modification or waiver of the Underlying Securities,
the Underlying Securities Trust Agreement or any other document thereunder or
relating thereto, or receives any other solicitation for any action with
respect to the Underlying Securities, the Trustee shall mail a notice of such
proposed amendment, modification, waiver or solicitation to each
Certificateholder of record as of such date. The Trustee shall request
instructions from the Certificateholders as to whether or not to consent to or
vote to accept such amendment, modification, waiver or solicitation. The
Trustee shall consent or vote, or refrain from consenting or voting, in the
same proportion (based on the relative outstanding principal balances of the
Class A-1 Certificates) as the Certificates of the Trust were actually voted
or not voted by the Certificateholders thereof as of a date determined by the
Trustee prior to the date on which such consent or vote is required; provided,
however,
18
that, notwithstanding anything in the Trust Agreement to the contrary, the
Trustee shall at no time vote on or consent to any matter (i) unless such vote
or consent would not (based on an opinion of counsel) alter the status of the
Trust as a grantor trust for federal income tax purposes or result in the
imposition of tax upon the Certificateholders, (ii) which would alter the
timing or amount of any payment on the Underlying Securities, including,
without limitation, any demand to accelerate the Underlying Securities, except
in the event of a default under the Underlying Securities or an event which
with the passage of time would become an event of default under the Underlying
Securities and with the unanimous consent of all outstanding Class A-1
Certificateholders and the Class A-2 Certificateholders, or (iii) which would
result in the exchange or substitution of any of the outstanding Underlying
Securities pursuant to a plan for the refunding or refinancing of such
Underlying Securities except in the event of a default under the Underlying
Securities Trust Agreement and only with the consent of Certificateholders
representing 100% of the Class A-1 Certificates and 100% of the Class A-2
Certificates. The Trustee shall have no liability for any failure to act
resulting from Certificateholders' late return of, or failure to return,
directions requested by the Trustee from the Certificateholders.
(b) In the event that an offer is made by the Underlying Securities
Issuer to issue new obligations in exchange and substitution for any of the
Underlying Securities, pursuant to a plan for the refunding or refinancing of
the outstanding Underlying Securities or any other offer is made for the
Underlying Securities, the Trustee shall notify the Class A-1
Certificateholders and Class A-2 Certificateholders of such offer promptly.
The Trustee must reject any such offer unless the Trustee is directed by the
affirmative vote of the holders of 100% of the Class A-1 Certificates and
Class A-2 Certificates to accept such offer and the Trustee has received the
tax opinion described above. If pursuant to the preceding sentence, the
Trustee accepts any such offer the Trustee shall promptly notify the Rating
Agencies.
(c) If an event of default under the Underlying Securities Trust
Agreement occurs and is continuing, and if directed by a majority of the
outstanding Class A-1 Certificateholders and Class A-2 Certificateholders, the
Trustee shall vote the Underlying Securities in favor of directing, or take
such other action as may be appropriate to direct, the Underlying Securities
Trustee to declare the unpaid principal amount of the Underlying Securities
and any accrued and unpaid interest thereon to be due and payable.
Section 16. Additional Depositor Representation. It is the express intent
of the parties hereto that the conveyance of the Underlying Securities by the
Depositor to the Trustee be, and be construed as, a sale of the Underlying
Securities by the Depositor and not a pledge of any Underlying Securities by
the Depositor to secure a debt or other obligation of the Depositor. In the
event that, notwithstanding the aforementioned intent of the parties, any
Underlying Securities are held to be property of the Depositor, then, it is
the express intent of the parties that such conveyance be deemed a pledge of
such Underlying Securities by the Depositor to the Trustee to secure a debt or
other obligation of the Depositor, pursuant to Section 10.07 of the Standard
Terms. In connection with any such grant of a security interest in the
Underlying Securities (including any such grant in connection with any sale of
additional Underlying Securities pursuant to Section 3(d)), Depositor hereby
represents and warrants to Trustee as follows:
19
(i) In the event the Underlying Securities are held to be property of
the Depositor, then the Trust Agreement creates a valid and
continuing security interest (as defined in the applicable Uniform
Commercial Code) in the Underlying Securities in favor of the
Trustee which security interest is prior to all other liens, and is
enforceable as such as against creditors of, and purchasers from,
the Depositor.
(ii) The Underlying Securities have been credited to a trust account (the
"Securities Account") of the Trustee, or its authorized agent, in
accordance with Section 2.01 of the Standard Terms. The Trustee, as
securities intermediary for the Securities Account, has agreed to
treat the Underlying Securities as "financial assets" within the
meaning of the Uniform Commercial Code.
(iii) Immediately prior to the transfer of the Underlying Securities to
the Trust, Depositor owned and had good and marketable title to the
Underlying Securities free and clear of any lien, claim or
encumbrance of any Person.
(iv) Depositor has received all consents and approvals required by the
terms of the Underlying Securities to the transfer to the Trustee of
its interest and rights in the Underlying Securities as contemplated
by the Trust Agreement.
(v) Depositor has taken all steps necessary to cause the Trustee, as
securities intermediary for the Securities Account, to identify on
its records that the Trustee, as the trustee of the Trust, is the
Person having a security entitlement against the securities
intermediary in the Securities Account.
(vi) Depositor has not assigned, pledged, sold, granted a security
interest in or otherwise conveyed any interest in the Underlying
Securities (or, if any such interest has been assigned, pledged or
otherwise encumbered, it has been released). Depositor has not
authorized the filing of and is not aware of any financing
statements against Depositor that includes a description of the
Underlying Securities. Depositor is not aware of any judgment or tax
lien filings against Depositor.
(vii) The Securities Account is not in the name of any Person other than
the Trust. Depositor has not consented to the compliance by the
Trustee, as securities intermediary, with entitlement orders of any
Person other than the Trustee, as trustee of the Trust.
20
IN WITNESS WHEREOF, the parties hereto have caused this Series
Supplement to be duly executed by their respective authorized officers as of
the date first written above.
XXXXXX ABS CORPORATION,
as Depositor
By: /s/ Xxxx Xxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity
but solely as Trustee on behalf
of the Corporate Backed Trust Certificates
CIT Capital Trust I Securities-Backed
Series 2002-15 Trust
By: /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Vice President and Assistant Secretary
21
SCHEDULE I
CIT CAPITAL TRUST I SECURITIES-BACKED SERIES 2002-15
UNDERLYING SECURITIES SCHEDULE
Underlying Securities: 7.70% Preferred Capital Securities due
February 15, 2027.
Issuer: CIT Capital Trust I
CUSIP Number: 000000XX0
Principal Amount Deposited: $25,163,000.
Final Exchange Date: Pursuant to an exchange offer that expired on
April 29, 1997, the Underlying Securities
Issuer exchanged the Underlying Securities,
which are registered under the Securities Act
of 1933, as amended, for a like aggregate
liquidation amount of its then outstanding
7.70% Preferred Capital Securities. Any of
such 7.70% Preferred Capital Securities that
remain outstanding after consummation of the
exchange offer and the Underlying Securities
will vote together as a single class.
Principal Amount of
Underlying Securities
Originally Issued: $250,000,000.
Maturity Date: February 15, 2027; provided that the
Underlying Securities Issuer shall have the
right to advance the maturity of the
Underlying Securities upon the occurrence of a
Special Event.
Interest Rate: 7.70% per annum.
Interest Payment Dates: February 15th and August 15th
Record Dates: February 1st and August 1st
I-1
EXHIBIT A-1
FORM OF TRUST CERTIFICATE CLASS A-1
CLASS A-1 CERTIFICATE
NUMBER 1 1,000,000 $25 PAR CERTIFICATES
CUSIP NO. 21988G 37 9
SEE REVERSE FOR CERTAIN DEFINITIONS
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED
BENEFICIAL OWNERSHIP INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION
OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST
ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER
PERSON.
A-1-1
XXXXXX ABS CORPORATION
1,000,000
CORPORATE BACKED TRUST CERTIFICATES,
CIT CAPITAL TRUST I SECURITIES-BACKED SERIES 2002-15
CLASS A-1
7.75% INTEREST RATE
evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$25,163,000 aggregate principal amount of 7.70% Debentures due February 15,
2027, issued by CIT Capital Trust I (the "Underlying Securities Issuer"), and
all payments received thereon (the "Trust Property"), deposited in trust by
Xxxxxx ABS Corporation (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of
1,000,000 Class A-1 Corporate Backed Trust Certificates, CIT Capital Trust I
Securities-Backed Series 2002-15, having an aggregate Certificate Principal
Balance of $25,000,000 DOLLARS, representing a nonassessable, fully-paid,
proportionate undivided beneficial ownership interest in the CIT Capital Trust
I Securities-Backed Series 2002-15 Trust, formed by the Depositor.
The Trust was created pursuant to a Standard Terms for Trust
Agreements, dated as of January 16, 2001 (the "Standard Terms"), between the
Depositor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, CIT Capital Trust I
Securities-Backed Series 2002-15, dated as of July 24, 2002 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates
designated as the "Corporate Backed Trust Certificates, CIT Capital Trust I
Securities-Backed Series 2002-15" (herein called the "Certificates"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The Trust Property consists of: (i) Underlying Securities
described in the Trust Agreement, and (ii) all payments on or collections in
respect of the Underlying Securities accrued on or after July 24, 2002;
provided, however, that any income from the investment of Trust funds in
certain permitted investments ("Eligible Investments") does not constitute
Trust Property.
A-1-2
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distributions) and until the
obligation created by the Trust Agreement shall have terminated in accordance
therewith, distributions will be made on each Distribution Date, to the Person
in whose name this Certificate is registered on the applicable Record Date, in
an amount equal to such Certificateholder's proportionate undivided beneficial
ownership interest in the amount required to be distributed to the Holders of
the Certificates on such Distribution Date. The Record Date applicable to any
Distribution Date is the close of business on the day immediately preceding
such Distribution Date (whether or not a Business Day). If a payment with
respect to the Underlying Securities is made to the Trustee after the date on
which such payment was due, then the Trustee will distribute any such amounts
received on the next occurring Business Day (a "Special Distribution Date").
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder will not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Certificates
or the Trust Agreement.
Distributions made on this Certificate will be made as
provided in the Trust Agreement by the Trustee by wire transfer in immediately
available funds, or check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon, except that with respect to Certificates
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee shall be CEDE & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the Corporate
Trust Office or such other location as may be specified in such notice.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not entitle the Holder hereof to any benefit under the Trust Agreement
or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-1-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed as of the date set forth below.
CORPORATE BACKED TRUST
CERTIFICATES, CIT CAPITAL TRUST I
SECURITIES-BACKED SERIES 2002-15
By: U.S. BANK TRUST NATIONAL
ASSOCIATION
not in its individual capacity but
solely as Trustee,
By:___________________________________
Authorized Signatory
Dated: July 24, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Corporate Backed Trust Certificates,
CIT Capital Trust I Securities-Backed Series 2002-15, described in the Trust
Agreement referred to herein.
U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:____________________________
Authorized Signatory
A-1-4
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to
certain payments and collections respecting the Underlying Securities, all as
more specifically set forth herein and in the Trust Agreement. The registered
Holder hereof, by its acceptance hereof, agrees that it will look solely to
the Trust Property (to the extent of its rights therein) for distributions
hereunder.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Trustee and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor and
the Trustee with the consent of the Holders of Certificates in the manner set
forth in the Series Supplement and the Standard Terms. Any such consent by the
Holder of this Certificate (or any predecessor Certificate) shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent in
made upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of any of the Certificates.
The Certificates are issuable in fully registered form only
in denominations of $25.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trustee in the Borough of Manhattan, the City of
New York, duly endorsed by or accompanied by an assignment in the form below
and by such other documents as required by the Trust Agreement, and thereupon
one or more new Certificates of the same class in authorized denominations
evidencing the same principal amount will be issued to the designated
transferee or transferees. The initial Certificate Registrar appointed under
the Trust Agreement is U.S. Bank Trust National Association.
No service charge will be made for any registration of
transfer or exchange, but the Trustee may require exchange of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,
the Trustee, nor any such agent shall be affected by any notice to the
contrary.
It is the intention of the parties to the Trust Agreement
that the Trust created thereunder shall constitute a fixed investment trust
for federal income tax purposes under Treasury Regulation Section 301.7701-4,
and the Certificateholder agrees to treat the Trust, any distributions
therefrom and its beneficial interest in the Certificates consistently with
such characterization.
The Trust and the obligations of the Depositor and the
Trustee created by the Trust Agreement with respect to the Certificates shall
terminate upon the earliest to occur of (i)
A-1-5
the payment in full at maturity or sale by the Trust after a payment default
or an acceleration or other early payment of the Underlying Securities and the
distribution in full of all amounts due to the Certificateholders; (ii) the
Final Scheduled Distribution Date and (iii) the expiration of 21 years from
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the
late Ambassador of the United States to the Court of St. Xxxxx, living on the
date hereof.
An employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), a plan described in Section
4975(e) of the Code, an entity whose underlying assets include plan assets by
reason of any such plan's investment in the entity, including an individual
retirement account or Xxxxx plan (any such, a "Plan") may purchase and hold
Certificates if the Plan can represent and warrant that its purchase and
holding of the Certificates would not be prohibited under ERISA or the Code.
A-1-6
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ______________________ Attorney to
transfer said Certificate on the books of the Certificate Register, with full
power of substitution in the premises.
Dated:
*
Signature Guaranteed:
*
*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
A-1-7
EXHIBIT A-2
FORM OF TRUST CERTIFICATE CLASS A-2
CLASS A-2 CERTIFICATE
NUMBER 1 CUSIP NO. 21988G BY 1
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CLASS A-2 CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT
OR PURSUANT TO AN EXEMPTION THEREFROM UNDER SUCH ACT. THE CLASS A-2
CERTIFICATE REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF THE SERIES SUPPLEMENT.
THE PRINCIPAL AMOUNT OF THIS CLASS A-2 CERTIFICATE IS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A-2
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE REPRESENTS A PROPORTIONATE UNDIVIDED
BENEFICIAL OWNERSHIP INTEREST IN THE TRUST AND DOES NOT EVIDENCE AN OBLIGATION
OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY THE DEPOSITOR OR THE TRUSTEE
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE OR THE TRUST
ASSETS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR ANY OTHER
PERSON.
A-2-1
XXXXXX ABS CORPORATION
CORPORATE BACKED TRUST CERTIFICATES,
CIT CAPITAL TRUST I SECURITIES-BACKED SERIES 2002-15
CLASS A-2
$163,000 PRINCIPAL AMOUNT
evidencing a proportionate undivided beneficial ownership interest in the
Trust, as defined below, the property of which consists principally of
$25,163,000 aggregate principal amount of 7.70% Preferred Capital Securities
due February 15, 2027, issued by CIT Capital Trust I (the "Underlying
Securities Issuer") and all payments received thereon (the "Trust Property"),
deposited in trust by Xxxxxx ABS Corporation (the "Depositor").
THIS CERTIFIES THAT CEDE & CO. is the registered owner of
$163,000 aggregate principal amount of Class A-2 Corporate Backed Trust
Certificates, CIT Capital Trust I Securities-Backed Series 2002-15 Trust (the
"Trust"), having an aggregate Certificate Principal Balance of $163,000,
representing a nonassessable, fully-paid, proportionate undivided beneficial
ownership interest in the Trust, formed by the Depositor.
The Trust was created pursuant to a Standard Terms for Trust
Agreements, dated as of January 16, 2001 (the "Standard Terms"), between the
Depositor and U.S. Bank Trust National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee"), as supplemented by the Series Supplement, CIT Capital Trust I
Securities-Backed Series 2002-15, dated as of July 24, 2002 (the "Series
Supplement" and, together with the Standard Terms, the "Trust Agreement"),
between the Depositor and the Trustee. This Certificate does not purport to
summarize the Trust Agreement and reference is hereby made to the Trust
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee with respect hereto. A copy of the Trust Agreement
may be obtained from the Trustee by written request sent to the Corporate
Trust Office. Capitalized terms used but not defined herein have the meanings
assigned to them in the Trust Agreement.
This Certificate is one of the duly authorized Certificates
designated as the "Corporate Backed Trust Certificates, CIT Capital Trust I
Securities-Backed Series 2002-15, Class A-2" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The Trust Property consists of: (i) Underlying
Securities described in the Trust Agreement, and (ii) all payments on or
collections in respect of the Underlying Securities accrued on or after July
24, 2002; provided, however, that any income from the investment of Trust
funds in certain permitted investments ("Eligible Investments") does not
constitute Trust Property.
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distributions) and until the
obligation created by the Trust Agreement shall have terminated in accordance
therewith, no distributions of interest will be made on this Certificate on
any Distribution Date.
A-2-2
Subject to the terms and conditions of the Trust Agreement
(including the availability of funds for distributions) and until the
obligation created by the Trust Agreement shall have terminated in accordance
therewith, the Trust will distribute on the Final Scheduled Distribution Date,
to the Person in whose name this Certificate is registered on the applicable
Record Date, an amount equal to such Certificateholder's proportionate
undivided beneficial ownership interest in the amount required to be
distributed to the Holders of the Certificates on such Final Scheduled
Distribution Date.
The Record Date applicable to the Final Scheduled
Distribution Date is the close of business on the day immediately preceding
such Final Scheduled Distribution Date (whether or not a Business Day). If a
payment with respect to the Underlying Securities is made to the Trustee after
the date on which such payment was due, then the Trustee will distribute any
such amounts received on the next occurring Business Day (a "Special
Distribution Date").
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder will not at any time
institute against the Trust, or join in any institution against the Trust of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Certificates
or the Trust Agreement.
Distributions made on this Certificate will be made as
provided in the Trust Agreement by the Trustee by wire transfer in immediately
available funds, or check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon, except that with respect to Certificates
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee shall be CEDE & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by such
nominee. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the Corporate
Trust Office or such other location as may be specified in such notice.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not entitle the Holder hereof to any benefit under the Trust Agreement
or be valid for any purpose.
THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE HOLDER HEREOF
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
A-2-3
IN WITNESS WHEREOF, the Trustee has caused this Certificate
to be duly executed as of the date set forth below.
CORPORATE BACKED TRUST
CERTIFICATES, CIT CAPITAL TRUST I
SECURITIES-BACKED SERIES 2002-15 TRUST
By: U.S. BANK TRUST NATIONAL
ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:______________________________________
Authorized Signatory
Dated: July 24, 2002
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is on one of the Corporate Backed Trust Certificates,
CIT Capital Trust I Securities-Backed Series 2002-15, described in the Trust
Agreement referred to herein.
U.S. BANK TRUST NATIONAL ASSOCIATION
not in its individual capacity but solely as
Trustee,
By:_______________________________
Authorized Signatory
A-2-4
(REVERSE OF CERTIFICATE)
The Certificates are limited in right of distribution to
certain payments and collections respecting the Underlying Securities, all as
more specifically set forth herein and in the Trust Agreement. The registered
Holder hereof, by its acceptance hereof, agrees that it will look solely to
the Trust Property (to the extent of its rights therein) for distributions
hereunder.
The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the Trustee and the rights of the
Certificateholders under the Trust Agreement at any time by the Depositor and
the Trustee with the consent of the holders of Class A-2 Certificates in the
manner set forth in the Series Supplement and the Standard Terms. Any such
consent by the Holder of this Certificate (or any predecessor Certificate)
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the holders
of any of the Certificates.
The Certificates are issuable in fully registered form only
in denominations of $100,000.
As provided in the Trust Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register upon surrender of this Certificate
for registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trustee in the Borough of Manhattan, the City of
New York, duly endorsed by or accompanied by an assignment in the form below
and by such other documents as required by the Trust Agreement, and thereupon
one or more new Certificates of the same class in authorized denominations
evidencing the same principal amount will be issued to the designated
transferee or transferees. The initial Certificate Registrar appointed under
the Trust Agreement is U.S. Bank Trust National Association.
No service charge will be made for any registration of
transfer or exchange, but the Trustee may require exchange of a sum sufficient
to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor and the Trustee and any agent of the Depositor
or the Trustee may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor,
the Trustee, nor any such agent shall be affected by any notice to the
contrary.
It is the intention of the parties to the Trust Agreement
that the Trust created thereunder shall constitute a fixed investment trust
for federal income tax purposes under Treasury Regulation Section 301.7701-4,
and the Certificateholder agrees to treat the Trust, any distributions
therefrom and its beneficial interest in the Certificates consistently with
such characterization.
The Trust and the obligations of the Depositor and the
Trustee created by the Trust Agreement with respect to the Certificates shall
terminate upon the earliest to occur of (i)
A-2-5
the payment in full at maturity or sale by the Trust after a payment default
or an acceleration or other early payment of the Underlying Securities and the
distribution in full of all amounts due to the Class A-1 Certificateholders
and Class A-2 Certificateholders; (ii) the Final Scheduled Distribution Date
and (iii) the expiration of 21 years from the death of the last survivor of
the descendants of Xxxxxx X. Xxxxxxx, the late Ambassador of the United States
to the Court of St. Xxxxx, living on the date hereof.
An employee benefit plan subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), a plan described in Section
4975(e) of the Code, an entity whose underlying assets include plan assets by
reason of any such plan's investment in the entity, including an individual
retirement account or Xxxxx plan (any such, a "Plan") may purchase and hold
Certificates if the Plan can represent and warrant that its purchase and
holding of the Certificates would not be prohibited under ERISA or the Code.
A-2-6
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ____________________ Attorney to
transfer said Certificate on the books of the Certificate Register, with full
power of substitution in the premises.
Dated:
*
Signature Guaranteed:
*
*NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Signatures must be guaranteed
by an "eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.
A-2-7
EXHIBIT B
FORM OF INVESTMENT LETTER
QUALIFIED INSTITUTIONAL BUYER
Dated: [_______________]
U.S. Bank Trust National Association,
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Brothers Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx ABS Corporation
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In connection with its proposed purchase of ________________
aggregate principal amount of Corporate Backed Trust Certificates, CIT Capital
Trust I Securities-Backed Series 2002-15 Trust Class A-2 Certificates (the
"Securities"), the undersigned purchaser (the "Purchaser") confirms that:
1. The Purchaser understands that substantial risks are involved in an
investment in the Securities. The Purchaser represents that in making
its investment decision to acquire the Securities, the Purchaser has
not relied on representations, warranties, opinions, projections,
financial or other information or analysis, if any, supplied to it by
any person, including you, Xxxxxx ABS Corporation, as depositor (the
"Depositor"), or U.S. Bank Trust National Association, as trustee
(the "Trustee"), or any of your or their affiliates, except as
expressly contained in written information, if any. The Purchaser has
such knowledge and experience in financial and business matters as to
be capable of evaluating the merits and risks of an investment in the
Securities, and the Purchaser is able to bear the substantial
economic risks of such an investment. The Purchaser has relied upon
its own tax, legal and financial advisors in connection with its
decision to purchase the Securities.
2. The Purchaser (A) is a "Qualified Institutional Buyer" (as defined in
Rule 144A under the Securities Act of 1933, as amended (the "1933
Act")) and (B) is acquiring the Securities for its own account or for
the account of an investor of the type described in clause (A) above
as to each of which the Purchaser exercises sole investment
discretion. The Purchaser is purchasing the Securities for investment
purposes and not with a view to, or for, the offer or sale in
connection with, a public distribution or in any other manner that
would violate the 1933 Act or the securities or blue sky laws of any
state.
B-1
3. The Purchaser understands that the Securities have not been and will
not be registered under the 1933 Act or under the securities or blue
sky laws of any state, and that (i) if it decides to resell, pledge
or otherwise transfer any Security, such resale, pledge or other
transfer must comply with the provisions of Section 3(e) of the
Series Supplement relating to the Securities and (ii) it will, and
each subsequent holder will be required to, notify any purchaser of
any Security from it of the resale restrictions referred to in clause
(i) above.
4. The Purchaser understands that each of the Securities will bear a
legend substantially to the following effect, unless otherwise agreed
by the Depositor and the Trustee:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR
OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH
ACT IS IN EFFECT OR PURSUANT TO AN EXEMPTION THEREFROM UNDER
SUCH ACT. THE SECURITY REPRESENTED HEREBY MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED HEREIN OR
IN THE SERIES SUPPLEMENT."
5. The Purchaser understands that no subsequent transfer of the
Securities is permitted unless (A) such transfer is of a Security
with the applicable minimum denomination and (B) the Purchaser causes
the proposed transferee to provide to the Depositor and the Trustee,
such documentation as may be required pursuant to Section 3(e) of
this Series Supplement, including if required a letter substantially
in the form hereof.
6. The Purchaser is a person or entity (a "Person") who is either
A. (1) a citizen or resident of the United States, (2) a
corporation, partnership or other entity organized in or under
the laws of the United States or any political subdivision
thereof, or (3) an estate the income of which is includible in
gross income for federal income tax purposes regardless of
source, or (4) a trust if a court within the United States is
able to exercise primary supervision of the administration of
the trust and one or more United States persons have the
authority to control all substantial decisions of the trust, or
B. a Person not described in (A), whose ownership of such Security
is effectively connected with such Person's conduct of a trade
or business within the United States within the meaning of the
Internal Revenue Code of 1986, as amended (the "Code"), and its
ownership of any interest in such Security will not result in
any withholding obligation with respect to any payments with
respect to the Securities by any Person (other than withholding,
if any, under Section 1446 of the Code), or
C. a Person not described in (A) or (B) above, who is not a
Person: (1) that owns, directly or indirectly, 10% or more of
the total combined voting power of all classes of stock in the
Underlying Securities Issuer (as defined in the Prospectus
Supplement)
B-2
entitled to vote, (2) that is a controlled foreign corporation
related to the Underlying Securities Issuer within the meaning
of Section 864(d)(4) of the Code, or (3) that is a bank
extending credit pursuant to a loan agreement entered into in
the ordinary course of its trade or business.
The Purchaser agrees that (I) if it is a Person described
in clause (A) above, it will furnish to the Depositor and the
Trustee a properly executed IRS Form W-9, and (II) if it is a Person
described in clause (B) above, it will furnish to the Depositor and
the Trustee a properly executed IRS Form W-8ECI, and (III) if it is
a Person described in clause (C) above, it will furnish to the
Depositor and the Trustee a properly executed IRS Form W-8BEN (or,
if the Purchaser is treated as a partnership for federal income tax
purposes, a properly executed IRS Form W-8IMY with appropriate
certification for all partners or members attached). The Purchaser
also agrees that it will provide a new IRS form upon the expiration
or obsolescence of any previously delivered form, and that it will
provide such other certifications, representations or Opinions of
Counsel as may be requested by the Depositor and the Trustee.
7. The Purchaser agrees that if at some time in the future it wishes to
transfer or exchange any of the Securities, it will not transfer or
exchange any of the Securities unless such transfer or exchange is in
accordance with the terms of the Series Supplement and other
documents applicable to the Security. The Purchaser understands that
any purported transfer of the Securities (or any interest therein) in
contravention of any of the restrictions and conditions in the
agreements, as applicable, shall be void, and the purported
transferee in such transfer shall not be recognized by any Person as
a holder of such Securities, for any purpose.
B-3
You and the Trustee are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.
Very truly yours,
By:______________________________
Name:
Title:
[Medallion Stamp to be affixed here]
B-4
